Manulife (NYSE: MFC) cleared to repurchase up to 42M shares

Rhea-AI Filing Summary

Manulife Financial Corporation has received Toronto Stock Exchange approval for a normal course issuer bid to buy back for cancellation up to 42 million common shares, representing about 2.5% of its issued and outstanding shares. As at February 10, 2026, it had 1,676,751,543 common shares outstanding.

Purchases may occur from February 24, 2026 to February 23, 2027 through the TSX, New York Stock Exchange, and other Canadian and U.S. trading systems, with a daily TSX limit of 1,483,481 shares based on average trading volume of 5,933,925 shares. All repurchased shares will be cancelled as part of Manulife’s capital management strategy.

Manulife may also use private agreements and derivative-based programs, and has implemented an automatic share purchase plan so its broker can continue buying shares even during blackout periods, subject to applicable Canadian, U.S., and other securities and insurance regulations.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 1-14942

MANULIFE FINANCIAL CORPORATION

(Translation of registrant's name into English)

200 Bloor Street East

North Tower 10

Toronto, Ontario, Canada M4W 1E5

(416) 926-3000

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F ☒

DOCUMENTS FILED AS PART OF THIS FORM 6-K

The following documents, filed as exhibits to this Form 6-K, are incorporated by reference

as part of this Form 6-K:

Exhibit	Description of Exhibit
99.1	Manulife Announces Normal Course Issuer Bid

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has

duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MANULIFE FINANCIAL CORPORATION
	By:	/s/ Scott MacIntosh
	Name:	Scott MacIntosh
	Title:	Assistant Corporate Secretary
Date:  February 19, 2026

Exhibit 99.1

News

Release

C$ unless otherwise stated

For immediate release

February 19, 2026

Manulife announces Normal Course Issuer Bid

TORONTO – Manulife Financial Corporation (“Manulife”) announced today that it has received

approval from the Toronto Stock Exchange (“TSX”) for its previously announced normal course

issuer bid (“NCIB”) permitting the purchase for cancellation of up to 42 million of its common

shares, representing approximately 2.5% of Manulife’s issued and outstanding common shares.

As at February 10, 2026, Manulife had 1,676,751,543 common shares issued and outstanding.

The Office of the Superintendent of Financial Institutions previously approved the NCIB.

Under the NCIB, Manulife may purchase up to 1,483,481 of its common shares on the TSX

during any trading day, which represents 25% of the average daily trading volume of 5,933,925

common shares on the TSX for the six months ended January 31, 2026, subject to TSX rules

permitting block purchases. Purchases under the NCIB may commence through the TSX on

February 24, 2026 and continue until February 23, 2027, when the NCIB expires, or such earlier

date as Manulife completes its purchases.

Having an NCIB in place will provide Manulife with the flexibility to purchase common shares as

part of its capital management strategy which is designed to maintain healthy regulatory capital

ratios while balancing the objective of generating shareholder value. 

Purchases under the NCIB may be made through the facilities of the TSX, the New York Stock

Exchange, and alternative trading systems in Canada and the United States at market prices

prevailing at the time of purchase or such other price as may be permitted. All common shares

acquired by Manulife under the NCIB will be cancelled. Purchases will be subject to compliance

with applicable Canadian securities laws and United States federal securities laws.

In addition, Manulife may undertake purchases of its common shares outside of Canada and the

United States in compliance with applicable laws. Subject to regulatory approval, Manulife may

also acquire common shares directly from other holders by way of private agreement pursuant

to issuer bid exemption orders issued by applicable securities regulatory authorities. Any private

purchase made under an exemption order issued by a securities regulatory authority will

generally be at a discount to the prevailing market price. Manulife may also enter into derivative-

based programs in support of its purchase activities, including the writing of put options and

forward purchase agreements, accelerated share purchase transactions, other equity contracts

or use other methods of acquiring shares, in each case subject to regulatory approval and on

such terms and at such times as shall be permitted by applicable securities laws. The total

number of common shares purchased under the NCIB and all other potential arrangements will

not exceed 42 million common shares.

Manulife has entered into an automatic share purchase plan under which its designated broker

will purchase Manulife's common shares pursuant to the NCIB. The actual number of common

Exhibit 99.1

shares purchased under the automatic plan, the timing of such purchases and the price at which

common shares are purchased will depend upon future market conditions. The automatic plan,

which was pre-cleared by the TSX, provides for the potential purchase of common shares at any

time, including when Manulife ordinarily would not be active in the market due to its own internal

trading blackout periods, insider trading rules, or otherwise.

Caution regarding forward-looking statements

This document contains forward-looking statements within the meaning of the "safe harbour"

provisions of Canadian provincial securities laws and the U.S. Private Securities Litigation

Reform Act of 1995 with respect to possible future purchases by Manulife of its common shares.

Although we believe that the expectations reflected in such forward-looking statements are

reasonable, such statements involve risks and uncertainties, and undue reliance should not be

placed on such statements. Certain material factors or assumptions are applied in making

forward-looking statements, and actual results may differ materially from those expressed or

implied in such statements. Important factors that could cause actual common share purchases

to differ materially from expectations include but are not limited to the fact that the amount and

timing of any future common share purchases will depend on the earnings, cash requirements

and financial condition of Manulife, market conditions, capital requirements (including under

LICAT capital standards), common share issuance requirements, applicable law and regulations

(including Canadian and U.S. securities laws and Canadian insurance company regulations),

and other factors deemed relevant by Manulife, and may be subject to regulatory approval or

conditions.

Additional information about material risk factors that could cause actual results to differ

materially from expectations may be found in our most recent annual and interim reports and

elsewhere in our filings with Canadian and U.S. securities regulators.    The forward-looking

statements in this document are, unless otherwise indicated, stated as of the date hereof. We

do not undertake to update any forward-looking statements, except as required by law.

About Manulife

Manulife Financial Corporation is a leading international financial services provider,

headquartered in Toronto, Canada. Anchored in our ambition to be the number one choice for

customers, we operate as Manulife across Canada and Asia, and primarily as John Hancock in

the United States, providing financial advice, insurance and health solutions for individuals,

groups and businesses. Through Manulife Wealth & Asset Management, we offer global

investment solutions, financial advice, and retirement plan services to individuals, institutions,

and retirement plan members worldwide. At the end of 2025, we had more than 37,000

employees, over 106,000 agents, and thousands of distribution partners, serving over 37 million

customers with operations across 25 markets globally. We trade as ‘MFC’ on the Toronto, New

York, and Philippine stock exchanges, and under ‘945’ on the Hong Kong stock exchange. Not

all offerings are available in all jurisdictions. For additional information, please visit

manulife.com.

Media Relations:	Investor Relations:
Fiona McLean	Derek Theobalds
Manulife	Manulife
437-441-7491	416-254-1774
fiona_mclean@manulife.com	derek_theobalds@manulife.com

FAQ

What did Manulife (MFC) announce in its February 2026 NCIB update?

Manulife announced approval for a normal course issuer bid to repurchase up to 42 million common shares for cancellation. This represents about 2.5% of its outstanding shares and forms part of its capital management strategy focused on regulatory capital and shareholder value.

How large is Manulife27s normal course issuer bid relative to its shares outstanding?

The issuer bid permits Manulife to buy back up to 42 million common shares, about 2.5% of its issued and outstanding shares. As of February 10, 2026, Manulife reported 1,676,751,543 common shares outstanding, making this a modest but meaningful share repurchase capacity.

Over what period can Manulife (MFC) repurchase shares under the NCIB?

Manulife may repurchase common shares from February 24, 2026 until February 23, 2027, or earlier if the full 42 million shares are bought. This one-year window allows purchases to align with earnings, capital needs, and market conditions within regulatory and exchange limits.

On which markets can Manulife execute share repurchases under this NCIB?

Manulife can buy back common shares through the Toronto Stock Exchange, the New York Stock Exchange, and alternative trading systems in Canada and the United States. It may also conduct purchases outside these countries where permitted by applicable laws and securities regulations.

What is the daily repurchase limit for Manulife shares on the TSX?

The NCIB limits Manulife to purchasing up to 1,483,481 common shares per trading day on the Toronto Stock Exchange. This cap is 25% of the average daily trading volume of 5,933,925 shares over the six months ended January 31, 2026, subject to TSX block-purchase rules.

How will Manulife execute share repurchases during blackout periods?

Manulife has an automatic share purchase plan with a designated broker that allows purchases under the NCIB even during internal trading blackout periods. The plan, pre-cleared by the TSX, permits trading when Manulife itself would normally be restricted, subject to all applicable rules.

What additional methods can Manulife use to acquire shares under the NCIB?

Besides open-market purchases, Manulife may buy shares through private agreements under issuer bid exemption orders and use derivative-based programs such as put options, forward purchase agreements, and accelerated share purchases. Across all methods, total acquisitions cannot exceed 42 million common shares.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 31.3 KB